Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of your company for the financial year ended March 31 2021. Theconsolidated performance of the company and its subsidiaries has been referred to whereverrequired.
The standalone and consolidated financial performance of the Company for the financialyear ended March 31 2021 is summarized below:
(Rs. in Millions)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue form Operation ||9121.96 ||12535.76 ||10562.96 ||13870.84 |
|Other Income ||969.72 ||886.87 ||1848.37 ||1686.34 |
|Total Income ||10091.68 ||13422.63 ||12409.33 ||15557.18 |
|Less: Finance costs ||751.55 ||894.97 ||3248.20 ||3409.44 |
|Less: Depreciation and Amortisation Expenses ||184.87 ||261.22 ||320.22 ||454.42 |
|Less: Other expenses (including operational) ||8544.4 ||12155.23 ||9536.99 ||14324.44 |
|Total Expenses ||9480.82 ||13311.42 ||13105.41 ||18188.30 |
|Profit before tax ||610.86 ||111.21 ||(696.08) ||(2631.12) |
|Current Tax ||58.06 ||0 ||242.11 ||37.48 |
|Deferred Tax Charge/ (Credit) ||71.18 ||83.85 ||(1072.53) ||(8.31) |
|MAT Credit entitlement ||(57.88) ||0 ||(60.73) ||0 |
|Taxes of Previous years ||0 ||0 ||0.36 ||0 |
|Profit After Tax ||539.50 ||27.36 ||194.71 ||(2660.29) |
|Other Comprehensive Income ||(1.28) ||5.46 ||(5.23) ||5.23 |
|Total Comprehensive Income ||538.22 ||32.82 ||189.48 ||(2655.06) |
|Basic Earnings per Share (Rs) ||7.80 ||0.41 ||2.83 ||(29.43) |
|Diluted Earnings per Share (Rs) ||7.80 ||0.41 ||2.83 ||(29.43) |
|Paid up share capital (face value of Rs 10 each) ||691.98 ||691.98 ||691.98 ||691.98 |
|Reserves and Surplus ||4968.26 ||4430.04 ||2705.97 ||2514.14 |
REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS STANDALONE:
The company is engaged in the business of Integrated construction infrastructuredevelopment and management company in India. Since commencement of business in 1994 thecompany has delivered a range of construction and infrastructure projects in varioussectors such as water waste-water transportation irrigation industrial constructionparks (including SEZs) power transmission power distribution residential commercialand retail property. There has been no change in the nature of business of the Companyduring the financial year ended 31.03.2021.
During the year under review members will notice that the standalone revenues fromoperations have decreased to Rs. 9121.96 Millions from Rs. 12535.76 Millions of theprevious year 2019-20 and other income has increase to Rs. 969.72 Millions from Rs. 886.87Millions of the previous year 2019-20 and there was an reduction in the finance costdepreciation and other expenses as result of which the profit after tax has increased toRs. 539.50 million for the financial year under review as against profit of Rs. 27.36Millions in the previous year 2019-20.
During the year under review members will notice that the consolidated revenues havealso decreased to Rs. 10562.96 Millions from Rs. 13870.84 Millions in the previous year2019-20.
The consolidated accounts of your Company broadly represent the EPC business plus theinvestments that have gone into the 14 subsidiaries and 1 Associate of the Company andthe consolidated business represents the consolidation of the EPC business and theintegrated infrastructure developer businesses.
In accordance with Regulation 34(2) of the SEBI (LODR) 2015 and in compliance with theprovisions of the Companies Act 2013 and the Indian Accounting Standards your Directorshave pleasure in attaching the Consolidated Financial Statements as part of the AnnualReport.
A statement containing brief financial details of the subsidiaries for the financialyear ended March 31 2021 is annexed as AOC- 1 in Annexure - I to Board Report.
The annual accounts of these subsidiaries and the related detailed information will bemade available to any member of the Company/its subsidiaries seeking such information atany point of time and are also available for inspection by any member of the Company/itssubsidiaries at the registered office of the Company. The annual accounts of thesubsidiaries will also be available for inspection as above at registered office of therespective subsidiary companies.
In terms of Section 136 of the Companies Act 2013 the audited financial statements isopen for inspection at the Registered Office of the Company. Copies of this statement maybe obtained by the members by writing to the Company Secretary at the Registered Office ofthe Company.
During the period under review no companies have become or ceased to be itsSubsidiaries joint ventures or associate companies;
The key aspects of your Standalone Company's performance during the financial year2020-21 are as follows:
For FY 2020-21 Revenue from Operations has decreased by 27% Y-o-Y to 9121.96Million vs 12535.76 million.
For FY 2020-21 Total expenses have reduced by 28% Y-o-Y to 9480.82 Million from13311.42 Million.
For FY 2020-21 PAT also increased by 1871% Y-o-Y to 539.50 Million vs 27.36Million.
DIVIDEND AND TRANSFER TO RESERVES
Your Board of Directors has not recommended any dividend for the financial year2020-21. No amount is transferred to General Reserve during the financial year 2020-21.
During the period under review there is no change in the Authorized Share Capital ofthe Company.
As on March 31 2021 the Authorised Share Capital of the Company is Rs.700000000/-(Rupees Seventy Crores Only) divided into 70000000 (Seven Corers Only) Equity Shares ofRs.10/- (Rupees Ten Only) each. The issued subscribed and paid-up share capital isRs.691977910/- (Rupees Sixty Nine Crores Nineteen Lakhs Seventy Seven Thousand NineHundred and Ten Only) divided into 69197791/- (Six Crores Ninety One Lakhs Ninety SevenThousands Seven Hundred and Ninety One) of Rs.10/- (Rupees Ten Only) each.
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
DIRECTORS & KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD
The Board of Directors of your company is duly constituted. The Board consists of EightDirectors comprising of Two Executive Directors One Non-Executive Director One NomineeDirector and four Independent Directors.
KEY MANAGERIAL PERSONNEL
Following are the Key Managerial Personnel in the Company.
|Name of Key Managerial Personnel ||Designation |
|1 Mr. Rathnakara Nagaraja Yancharla ||Managing Director |
|2 Mr. Ravi Prasad Polimetla ||Whole-time Director |
|3 Mr. Sanjay Kumar Sultania ||Chief Financial Officer (resigned w.e.f. 23.07.2021) |
|4 Mr. Arjun Upadhyay ||Company Secretary (resigned w.e.f. 14.06.2021) |
|5 Mr. Kesava Datta Nanduri ||Company Secretary (appointed w.e.f 14.06.2021) |
CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE YEAR
The members of the Company at the Annual General Meeting held on 23.09.2020 hasre-appointed Ms. Rama Devi Allam as woman Independent Director for a term of 5 year w.e.f30.09.2020
The members of the Company at the Annual General Meeting held on 23.09.2020regularised the appointment of Mr. Ravi Prasad Polimetla (DIN: 07872103) as Whole-timeDirector of the company for a period of three (3) years w.e.f. 08.02.2020.
The Board of Directors at their meeting held on 19.08.2020 has accepted theresignation of Mr. Akash Bhagadia as Company Secretary Compliance Officer and KeyManagerial Personnel of the company w.e.f.
The Board of Directors at their meeting held on 19.08.2020 has appointed Mr.Arjun Upadhyay as Company Secretary Compliance Officer and Key Managerial Personnel ofthe company w.e.f. 20.8.2020.
The Board of Directors at their meeting held on 14.06.2021 has accepted theresignation of Mr. Arjun Upadhyay as Company Secretary Compliance Officer and KeyManagerial Personnel of the company w.e.f.
The Board of Directors at their meeting held on 14.06.2021 has appointed Mr.Kesava Datta Nanduri as Company Secretary Compliance Officer and Key Managerial Personnelof the company w.e.f. 14.06.2021.
PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 27 ANNUAL GENERAL MEETING
Approval of the shareholders is being sought for the appointment of Dr.Anantapurguggilla Ravindranath Reddy (DIN: 01729114) Non- Executive Director of theCompany who retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offer himself for re-appointment in accordance with the provisions of theCompanies Act and pursuant to Articles of Association of the Company.
Approval of the shareholders is being sought for the re-appointment of Mr.Rathnakara Nagaraja Yancharla as a Managing Director of the company for a further periodof 5 years commencing from 01.04.2022.
Board of Directors has proposed for appointment of aforesaid Director in the ensuingAnnual General Meeting of the Company.
NUMBER OF MEETINGS OF THE BOARD
During the year under review 4 (Four) Board Meetings were held on 15.06.202019.08.2020 09.11.2020 12.02.2021. On account of Covid-19 pandemic and consequent lockdown and relaxation provided by the Ministry of Corporate Affairs vide General CircularNo. 11 /2020 dated 24th March 2020 the Gap between the Board meeting held on 08.02.2020and 15.06.2020 was within 180 days. Further the maximum gap between two consecutive Boardmeetings held after 15.06.2020 was within the period of 120 days as prescribed under theprovisions of the Companies Act 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors under Section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015confirming their independence vis-a-vis the Company.
BOARD EVALUATION AND ASSESSMENT
The Company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. Forthe company evaluation provides an ongoing means fordirectors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in-
a) More effective board process
b) Better collaboration and communication
c) Greater clarity with regard to members roles and responsibilities
d) Improved the relations with Chairman Managing Directors and Board Members
The evaluation process covers the following aspects
Self-evaluation of directors
Evaluation of the performance and effectiveness of the board
Evaluation of the performance and effectiveness of the committees
Feedback from the non executive directors to the chairman
Feedback on management support to the board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company shall through its Senior Managerial Personnel familiarize the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarized with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors they will be asked to get familiarizedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at the websitehtto://ramkvin frastructure.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:
a) In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and effective.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the company is duly constituted as per Section 177 of theCompanies Act 2013. Composition and Scope of Audit Committee is provided under theCorporate Governance Report annexed herewith.
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 a separate Report on CorporateGovernance along with a certificate from Mr. N.V.S.S. Suryanarayana Rao PracticingCompany Secretary regarding its compliance is attached as Annexure - VII which forms partof this Report. Your Company will continue to adhere in letter and spirit to goodcorporate governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 The Management Discussion and Analysis Reporthighlighting the industry structure and developments opportunities and threats futureoutlook risks and concerns etc. is furnished separately as Annexure - VI which is formingpart of this report.
AUDITORS AND AUDITORS' REPORT
Members at their Annual General Meeting held on 25.09.2018 has appointed M/s. M.V.Narayana Reddy & Co. Chartered Accountants Hyderabad as Statutory Auditors of theCompany to hold office for a period of 5 Years starting from 2018-19 till 2022-23. Theyhave confirmed their eligibility for the financial year 2021-22 under Section 141 of theCompanies Act 2013 and the Rules framed thereunder.
M/s. JKMR & Co Chartered Accountants Hyderabad was re-appointed as InternalAuditors of the Company for the FY 2020-21 by the Board at their meeting held on15.06.2020. Further the Board at the meeting held on 14.06.2021 has further re-appointedM/s. JKMR & Co Chartered Accountants Hyderabad as Internal Auditor for the FY2021-22.
Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
Mr. N.V.S.S. Suryanarayana Rao Practising Company Secretary Hyderabad wasre-appointed as Secretarial Auditors of the Company forthe FY 2020-21 by the Board attheir meeting held on 14.06.2021.
M/s S R & Associates Cost Accountants have been re-appointed as Cost Auditors ofthe Company to conduct cost audit as per the provisions of the Companies Act 2013 andrules made thereunder by the Board at their meeting held on 15.06.2020. Furthermore theRemuneration of the Cost auditor was ratified by the members at their Annual GeneralMeeting held on 23.09.2020.
It is hereby confirmed that the company is maintaining the cost accounts and records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.
REPORTING OF FRAUD
The Auditors of the Company have not reported any frauds specified under Section143(12) of the Companies Act 2013.s
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) expands the ambit of Business ResponsibilityReporting (BRR) by notification No. SEBI/LAD-NRO/ GN/2019/45 dated 26.12.2019 (Securitiesand Exchange Board of India - Listing Obligations and Disclosure Requirements) (FifthAmendment) Regulations 2019 has mandated the inclusion of BRR as part of the AnnualReport for the top 1000 listed entities based on their market capitalization on BSE Ltdand National Stock Exchange of India Ltd as on 31st March for that FinancialYear. In view of the requirements specified the Company falls in the list of top 1000listed companies based on the market capitalization. Hence has provided BusinessResponsibility Report in Annexure - V which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Ramky Infrastructure Limited has been pursuing CSR activities long before they weremade mandatory under the Companies Act 2013. You are aware thatthe CSR activities arebeing carried under Ramky Foundation a charitable trust which looks after CSR activities.It focuses on 4 thrust areas viz natural resource management education health and womenempowerment. It seeks to bring corporate sector with an overall aim to create equitablesustainable and accessible developmental opportunities forthe communities we serve.
A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8of Companies (Corporate Social Responsibility Policy) Rules 2014 is appended to thisannual report as Annexure - IV and link to the CSR policy is available at the websitewww.ramkyinfrastructure.com
The Company complies with all applicable secretarial standards.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Since your Company is in the business of providing Infrastructure Facilities asprovided under section 186 read with Schedule VI the provisions of Section 186 are notapplicable to your entity.
However the details of the loans and guarantees given and investments made is formingpart of the Related Party Transactions of the Financial Statements.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. N.V.S.S. Suryanarayana Rao Practicing Company Secretary wasappointed to issue Secretarial Audit Report for the financial year 2020-21.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao Practicing CompanySecretary in Form MR-3 forthe financial year 2020-21 forms part to this report as Annexure- VIII.
MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT:
The following are the responses of the management against the observations made by theSecretarial Auditor:
|Observations ||Management replies/response |
|1. Company has delayed in filing Form MGT-14 vide SRN: T09142506 dated 18th March 2021. However the same has been filed with additional fee and same has been taken on record by Registrar of Companies Telangana. ||Due to the Current Covid 19 pandemic and the Lockdown followed thereafter there was delay in Compliance. The company will ensure the timely compliance in future. |
|2. There was a delay in submitting disclosures of related party transactions as per Regulation 23(9) of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 for half year ended on 30.09.2020 to the stock exchanges. However due to Covid-19 pandemic NSE has waived the fine imposed on the company vide their letter dated 20.05.2021. ||On account of COVID-19 pandemic and consequent lockdown the majority of the staff of the company was working from home. Hence there was a delay in submitting disclosures of related party transactions. The company has also made an application for Waiver with NSE and the same was accepted by NSE vide letter dated 20.05.2021. |
|3. As per the Regulation 34 (2) (f) Company has not included the business responsibility report in the Annual Report of 2019-2020. However the same was submitted with the Stock Exchanges separately. ||Business Responsibility Report was inadvertently missed in the Annual report of 2019-2020. However the Company has filed the Business Responsibility Report on the portal of the stock exchanges (NSE and BSE) for the communication to the shareholders of the Company and has also placed on the website of the Company. |
As required under the provisions of SEBI (LODR) Regulations 2015 a certificateconfirming that none of the Directors on the Board have been debarred or disqualified bythe Board/Ministry of Corporate Affairs or any such statutory authority obtained from M/sN.V.S.S. Suryanarayana Rao Practicing Company Secretary is a part of the CorporateGovernance Report in Annexure - VIIC
MANAGEMENT RESPONSES TO OBSERVATIONS IN AUDITOR'S REPORT
With reference to observations made in Auditor's Report the notes of account isself-explanatory and therefore do not call for any further comments. The results for theyear ended March 31 2021 have been subjected to an audit by the Statutory Auditors of theCompany without qualification.
|S.No. Emphasis Matters in Standalone financials ||Management Response |
|1. Ramky Infrastructure Limited: || |
|Attention is invited to Note 47 to the standalone financial statements in respect of existence of material uncertainties over the 3 of certain contract assets and trade receivables aggregating to Rs. 839.35 Millions as at 31st March 2021 (Rs. 881.73 Millions as on 31st March 2020) which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company keeping in view the status of negotiations and the outcome of arbitration proceedings on the basis of which steps to recover these amounts are currently in process is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress/termination of these projects and lack of other alternate audit evidence to corroborate management's assessment of recoverability of these balances we are unable to comment on the extent to which these balances are recoverable. ||The Management is in continuous discussion with the concerned authorities since the amount shown as contract assets are contractually tenable. Based on the legal opinion obtained the management is confident that the amount will be realized in due course. |
|. Emphasis of Matters in Consolidated Financials ||Company's comments/remarks |
|1. Ramky Infrastructure Limited: || |
|Attention is invited to Material uncertainties exist over the realisablity of certain contract assets and trade receivables aggregating to Rs. 839.35 Millions as at 31st March 2021 (Rs.881.73 Millions as on 31st March 2020) which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company keeping in view the status of negotiations and the outcome of arbitration proceedings based on which steps to recover these amounts are currently in process is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress / termination of these projects and lack of other alternate audit evidence to corroborate management's assessment of recoverability of these balances we are unable to comment on the extent to which these balances are recoverable. ||The Management is in continuous discussion with the concerned authorities since the amount shown as contract assets are contractually tenable. Based on the legal opinion obtained the management is confident that the amount will be realized in due course. |
|2. Srinagar Banihal Expressway Limited ||The subsidiary has been sanctioned term loan of Rs 14400 million to construct the Highway i.e. four laning of section on the Srinagar Banihal National Highway 1A. |
|The company could not meet its borrowing obligation with the lenders during the financial year 2018-19 as a result of which the loan accounts with various banks had become Non-Performing Asset (NPA). Further two lenders has approached Debt Recovery Tribunal (DRT) and initiated for recovery proceedings. || |
| ||However due to the delays beyond the control of the Company the project had both time and cost overrun. Since the project has achieved PC0D it was decided to utilize the annuities on balance completion of the project instead of meeting the principal and interest obligations. Hence it has become an NPA Account. |
|3. Srinagar Banihal Expressway Limited: ||Certain sub-contractors of the Principal contractor have lodged claims on the Company for settlement of their contractual dues. These claims are majorly towards change in scope escalation idle machinery interest etc. The Company could not finalise the claims because the documents lying at site could not be verified because of the COVID situation. Decision to account for the claims will be taken once the assessment of the same is over. |
|Claims of Rs.4900 millions made by the subcontractors on the principal contractor and the subsidiary company where the assessment of claims is in process and is at various stages by the subsidiary company. Pending the ultimate outcome of these matters which is presently unascertainable no adjustments have been made in the accompanying financial statements. || |
|4. Srinagar Banihal Expressway Limited: ||During the financial year NHAI has made various deductions from the annuities payable to the Company towards sub-standard steel deviation of high embankment and Non completion of Punch List. Based on the internal/external assessment the Company is confident that the amount is fully recoverable and accordingly the correspondence has been made to the authority to reimburse the amount. |
|Deductions by NHAI of Rs.1030 millions from the annuities to the subsidiary company and where the subsidiary company has initiated for recoveries from NHAI. Pending the ultimate outcome of these matters which is presently unascertainable no adjustments have been made in the accompanying financial statements. || |
|5. Hospet Chitradurga Tollways Limited: ||The Company was incorporated to undertake Road project under PPP mode. However the project could not materialize. |
|Termination of the project by the subsidiary company and National Highways Authority of India (NHAI) "the Concessioning Authority" with mutual consent. Since the subsidiary company is a project specific company termination of project affects the Going Concern nature of the subsidiary company. The consequential financial impact was provided in the financial statement during the previous year and was emphasized in the previous year audit report also. ||The investment made in the project having been impaired in the accounts the Company is in the process of approaching ROC/MCA for strike off the name from records. |
|6 Ramky Pharma City (India) Limited: ||During the year the Appellate Tribunal has reversed the order of the ED Court and passed directions to release parcels of land in the Pharma City subject to certain conditions. The Company has filed an appeal before Hon'ble High Court of Telangana as prescribe in the order. |
|Uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) and attachment order of the Enforcement Directorate in respect of certain assets of the said subsidiary company. The management believes that it has complied with the provisions of the concession agreement. Accordingly any consequential financial impact of the said regulatory action will be known only when the matter is resolved. ||The Management is confident that due process of law has been followed and it has complied with the provisions in the Concession Agreement |
|7. Sehore Kosmi Expressway Limited ||Based on legal opinions and commercial expertise the company is confident that the claimed amount can be recovered from MPRDC. |
|Preparation of the financial statements is on liquidation basis assuming the subsidiary company is no longer a going concern. The said subsidiary has recorded receivable from Madhya Pradesh Road Development Corporation Limited (MPRDC) of Rs. 582 millions i.e. to the extent of intangible and financial asset as on termination date of the project although the said subsidiary has claimed an amount of Rs. 968.60 millions from MPRDC. The realization of this amount is subject to decision / negotiation between the subsidiary company and MPRDC. Further the subsidiary company may also refer the matter for Arbitration. Pending the ultimate outcome of these matters which is presently unascertainable no adjustments have been made in the financial statements. || |
|8. Naya Raipur Gems and Jewellery Limited ||Since the purpose for which the Company was incorporated has not been realized it has been decided to close down the company. |
|Company incurred an accumulated loss of Rs.19.90 Millions as on March 31 2021 and as of that date the subsidiary company has initiated its process to shut down the operations. As stated above these conditions and events altogether indicate that a material uncertainty exist that may cast significant doubt on the subsidiary company's ability to continue as a going concern. || |
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (LODR) Regulations2015 the company has established a mechanism through which all stake holders can reportthe suspected frauds and genuine grievances to the appropriate authority. The WhistleBlower Policy which has been approved by the board of directors of the company has beenhosted on the website of the company viz. http://ramkvinfrastructure.com
RISK MANAGEMENT FRAMEWORK
The Board is of the opinion that all events which have satisfied by risk threshold havebeen identified and dealt with appropriately by the entity during the year under review.
The entity during F.Y. 2020-21 was not required to constitute Risk Management Committeeas required under regulation 21(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
However pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2021 top 1000 listed companies based on market capitalization is mandatorilyrequired to constitute the Risk Management Committee and adopt the Risk Management Policyof the Company. In order to comply with aforesaid requirement the Board of Directors attheir meeting held on 14.06.2021 has constituted the Risk Management Committee withfollowing members and the Risk Management Committee Meeting held on 14.06.2021 hasapproved the Risk Management Policy and the same was adopted by the Board.
|S.No. Name of the Member ||Designation |
|1. Dr. Ravindranath Reddy Anantapurguggilla ||Chairman (Non-Executive Director) |
|2. Dr. Ravi Kumar Reddy Somavarapu ||Member (Independent Director) |
|3. Mr. Murahari Reddy Velpula ||Member (Independent Director) |
|4. Mr. Ravi Prasad Polimetla ||Member & Chief Risk Officer |
|5. Chief Financial Officer - Ex officio ||Member |
POLICY ON SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work environment to itsemployees. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
During the year under review no cases of sexual harassment were reported.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were inthe ordinary course of business of the company and were on an arm's length basis.
During the period under review the Company has no materially significant related partytransactions entered by the company during the year with the promoters directors keymanagerial personnel or other persons which may have a potential conflict with theinterest of the company.
The policy on related party transactions as approved by the board of directors ishosted on the website of the company viz: www.ramkyinfrastructure.com
Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 is appended as Annexure - II to the Board's Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
Except the affect of Covid Pandemic and consequent lockdown resulting in a severeslowdown of economy there are no material changes and commitments afterthe closure of thefinancial year which will affect the financial position of the Company.
There are no material changes and commitments affecting the financial position of thecompany which occurred between the end of the financial year to which the financialstatements relate and the date of the report.
We hereby inform that the Income Tax search was conducted in the Ramky Group ofCompanies on 06.07.2021 and the Company Officials have cooperated and based upon the Pressrelease by the Ministry of Finance hosted on the Website of Press Information Bureau(PIB) we perceive that there is no material impact on Ramky Infrastructure Limited.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
Your Company has not accepted any fixed deposits including deposits from the public Assuch there was no principal or interest outstanding on the date of the Balance Sheet.
MATERIAL SUBSIDIARY POLICY
The Company has adopted a policy for determining material subsidiary in line with therequirements of the Listing Agreement. The Policy on Material Subsidiary is available onthe website of the Company at www. ramkvinfrastructure.com
The Board has on the recommendation of Nomination and Remuneration Committee approved apolicy for selection and appointment of Directors Key Managerial Personnel SeniorManagement and their remuneration. The policy of the Company on Directors appointment andremuneration including the criteria for determining the qualifications positiveattributes independence of a director and other matter as required under sub section (3)of Section 178 of the Companies Act 2013 is available on the website of our Company athttp://ramkyinfrastructure.com
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions of Section 197(12)ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) ofthe Companies Act 2013 read with Rule 5ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure - III and forms part of this Report.
In accordance with Section 92 & 134 ofthe Act the web link ofthe Annual return ofthe entity for Financial Year ended 31.03.2021 is hosted on https://ram kvinfrastructure.com/imaaes/financials/annualrenorts/Annual Return 2020-21.pdf
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Conservation of Energy which is an ongoing process in the Company's constructionactivities and the same is not furnished as the relevant rule is not applicable to yourcompany.
There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.
Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity so as to be more competitive in the prevailing environment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act 2013 theinformation relating to foreign exchange earnings and outgo is provided hereunder.
|S.No Income/Outgo ||Foreign Currency ||INR |
|1 Professional fees paid ||36750 Arab Emirates Dirham ||791398/- |
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statutes accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoi ng basis.
The company enjoys cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and is looking forward to their continued support and higher level ofproductivity for achieving the targets set for the future.
LISTING WITH STOCK EXCHANGES
The equity shares of your Company are listed on the National Stock Exchange and the BSELimited Mumbai. The Company has been complying with the regulations as prescribed underSEBI (LODR) Regulations 2015.
The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toNational Stock Exchange of India Limited (NSE) and BSE Limited where the Company's Sharesare listed.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
Your Directors wish to express their appreciation of the support and cooperation of theCentral and the State Government bankers financial institutions suppliers associatesand subcontractors and seeks their continued patronage in future as well.
| ||For and on behalf of the Board of RAMKY INFRASTRUCTURE LIMITED || |
| ||Sd/- ||Sd/- |
| ||Y.R. NAGARAJA ||P. RAVI PRASAD |
|Place: Hyderabad ||Managing Director ||Whole-time Director |
|Date : 23.07.2021 ||DIN: 00009810 ||DIN: 07872103 |